Patron Sale

Infinex – Patron NFT Mint Terms & Conditions

These Patron NFT Mint Terms & Conditions (this “Agreement”) constitute a legally binding agreement by and between you, the initial and any subsequent purchaser of the Patron NFTs (as defined below) (“you” or “Purchaser”), and Infinite Gateway Sub. Corp. (“Infinex”). Infinex and each Purchaser may be referred to throughout this Agreement collectively as the “Parties” or individually as a “Party”.

WHEN YOU AGREE TO THESE TERMS, YOU ARE AGREEING (EXCEPT AS SPECIFIED BELOW) TO RESOLVE ANY DISPUTE BETWEEN YOU AND INFINEX THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 10 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION. HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS ARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE IN SECTION 10 WILL NOT APPLY TO YOU BUT THE PROVISIONS OF SECTION 9 “GOVERNING LAW” OR RELEVANT PROVISIONS OF APPLICABLE LAW WILL STILL APPLY. FOR THE AVOIDANCE OF DOUBT, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS AN OBLIGATION ON INFINEX TO CREATE / PROVIDE ANY ACCESS RIGHTS IN RELATION TO THE PATRON NFTS.

1. Agreement to Terms.

1. General. By purchasing a Patron NFT, you acknowledge that you have carefully read and agree to the terms of this Agreement. “Patron NFT” means a commemorative, non-fungible token (“NFT”) (i.e., a controllable electronic record recorded on a blockchain) created for patrons of the Infinex unhosted wallet software protocol. Each Patron NFT is digital in nature and is neither linked to nor sold together with: (i) any items or representations that have physical dimensions such as mass or volume, (ii) any Access Rights (as defined below), or (iii) any other ownership right or stake, share, security, or equivalent rights, or any right to receive future revenue shares, dividends, intellectual property rights or any other form of participation in or relating to Infinex or any of Infinex’s affiliates, Infinex and its related products, and/or services or any part thereof as of the time of purchase. This Agreement governs your participation in the Primary Transactions (as defined below) on https://app.infinex.xyz or https://infinex.xyz or any of its sub-pages (collectively, the “Website”) as well as Secondary Transactions between Transferors and Transferees (as defined below).
2. Additional Terms. The access and use of the Website are subject to the separate terms of the Website available at Terms of Use and Privacy Policy : Purchaser further acknowledges that Purchaser has carefully read and has accepted the (i) Website Terms of Service (the “Website Terms”) and (ii) the Website Privacy Policy (the “Website Privacy Policy”) because the Website Terms and the Website Privacy Policy govern its use of the Website. This Agreement controls if there is a conflict between, on the one hand, any of the Website Terms or the Website Privacy Policy, and, on the other hand, this Agreement, with respect to Patron NFT.

2. Ownership of Patron NFTs.

1. When Purchaser acquires a Patron NFT, Purchaser owns all personal property rights to that Patron NFT (e.g., the right to freely sell, transfer, or otherwise dispose of that Patron NFT subject to the relevant Lock-up Options, as defined below). No other rights of any kind or nature with respect to the Patron NFT or any image or other intellectual property associated with, related to, or linked to, a Patron NFT are granted or licensed to Purchaser.
2. The Tokens are being sold for a “Base Price” of $5,000.00 USD (five thousand U.S. dollars) per Patron NFT. You may elect to assume temporary, time-based restrictions on transferability for their Patron NFTs (a “Lock-up”) in exchange for a discount to the Base Price per Patron NFT commensurate with the duration of the “Lock-up Options” set forth below:
   1. “Lock-up Option 0”: Base Price of $5,000.00 USD (five thousand U.S. dollars) per Token with no restrictions on transferability.
   2. “Lock-up Option 1”: Discounted price of $3,000.00 USD (three thousand U.S. dollars) per Patron NFT, locked for 12 (twelve) months beginning on the earlier of (i) the date that Tokens are first distributed to Purchasers’ Infinex Accounts (as defined below); or, (ii) if applicable, a Vesting Contract linked to the Purchasers’ Infinex Accounts (the “Token Distribution Event”); with the total number of purchased Patron NFT unlocking linearly, second-by-second in equal increments (rounded down to the nearest whole unit) for 12 (twelve) months such that all Patron NFTs purchased are unlocked 12 (twelve) months after the Token Distribution Event.
   3. “Lock-up Option 2”: Discounted price of $1,250.00 USD (one thousand two hundred fifty U.S. dollars) per Patron NFT, locked for 36 (thirty-six) months, with none of the total number of purchased Tokens unlocking until 12 (twelve) months after the Token Distribution Event, and, thereafter, 100% of the total number of purchased Patron NFT unlocking linearly, second-by-second in equal increments (rounded down to the nearest whole unit) for 24 (twenty-four) months beginning 12 (twelve) months after the Token Distribution Event such that all purchased Patron NFT are unlocked 36 (thirty-six) months after the Token Distribution Event.
3. Within 30 (thirty) calendar days following the Token Distribution Event, Infinex will be obligated to deliver to the Purchaser’s Infinex Account, or a Vesting Contract linked to the Purchaser’s Infinex Account, the quantity of Patron NFTs purchased. Once Infinex transfers the purchased Patron NFTs to Purchaser or the Vesting Contract, Purchaser shall not be entitled to any further transfers of Patron NFTs from Infinex. “Vesting Contract” means an event-driven computer program that: (i) automates transactions involving cryptographic digital assets on an electronic, distributed, decentralized, shared, and replicated ledger (i.e., a blockchain), and (ii) is configured to unlock and deliver the Patron NFTs in accordance with the applicable Lockup Options (as defined below) selected by the Purchaser.
4. Purchaser represents and warrants that Purchaser will not transfer any Patron NFTs in any Secondary Transaction to a Transferee who is designated or specified under regulations made under applicable laws, including without limitation those promulgated by the United Nations Security Council, the United Kingdom, the United States (including those prohibiting dealings with sanctioned persons identified by the OFAC as Specially Designated Nationals and Blocked Persons (“SDN”), or other U.S. non-SDN restricted or prohibited parties lists, and those prohibiting dealings with persons organized, resident, or located in comprehensively sanctioned jurisdictions), and/or any other applicable national, provincial, federal, state, municipal or local laws and regulations (each as amended from time to time) (a “Prohibited Transferee”). A “Secondary Transaction” means any transaction in which a Patron NFT is sold by one owner to another owner, or is otherwise transferred, distributed, or disseminated (regardless of whether consideration is paid) in any manner that is not a Primary Transaction; and “Primary Transaction” means a transaction facilitated through the Website in which a Patron NFT is first sold to Purchaser.
5. For the avoidance of doubt, without limiting Section 2(a), nothing contained in this Agreement will be deemed to grant Purchaser any rights in or to any image or other intellectual property associated with, related to, or linked to, a Patron NFT, including any right to use such image or intellectual property for any non-personal or commercial purposes, or to create any derivative works of such image or intellectual property. Notwithstanding the foregoing, to the limited extent that an image is displayed as a result of the operation of the smart contract related to the Patron NFT in connection with Purchaser’s use of a Patron NFT in accordance with this Agreement, Purchaser will have the right to display such image for Purchaser’s own personal, non-commercial purpose for so long as Purchaser owns the Patron NFT.

3. Payment & Fees.

1. Purchase & Sale. Purchaser hereby agrees to purchase the Patron NFT at the price set forth on the transaction page of the Website and in accordance with the procedures set forth on the Website including the Lock-ups (the “Primary Transaction Purchase Price”). Without limiting any of the foregoing, the valid acceptance of this Agreement, including the delivery of the Patron NFT, is conditioned upon the following terms being met: (i) Purchaser’s payment of the Primary Transaction Purchase Price, (ii) Purchaser’s creation of an Infinex Account (as defined in the Website Terms) that is compatible with the Website (“Infinex Account”) to which the Patron NFT may be delivered; and (iii) Purchaser’s successful completion (as determined by Infinex in its sole discretion) of any applicable diligence and other processes as may be requested by Infinex. If the Purchaser fails to meet any of the conditions above, Infinex may suspend the delivery of the purchased Patron NFT or terminate the Primary Transaction. Infinex reserves the right, in its sole discretion, to limit the number of Patron NFTs that may be purchased by any single person. Purchaser may only purchase a maximum number of Patron NFTs per Infinex Account as determined from time to time by Infinex in its sole discretion.
2. Purchaser Representations.
   1. Eligibility. Purchaser represents and warrants that it owns and controls the Infinex Account purchasing the Patron NFTs, and that Purchaser is not purchasing any Patron NFT on behalf of, or for the benefit of, any other person or entity. Purchaser further represents and warrants that it is not a citizen of or otherwise accessing the Website and its Infinex Account or Purchasing the Patron NFTs from the nations of Cuba, Iran, North Korea, Syria, certain sanctioned areas of Ukraine (including without limitation, the regions of Crimea, Donetsk, and Luhansk), or other countries or geographic regions sanctioned by the United States Department of the Treasury (collectively, “Prohibited Jurisdictions”), or if the User is otherwise listed as a Specially Designated National by the United States Department of the Treasury’s Office of Foreign Asset Control (“OFAC”).
   2. Qualifications. Purchaser represents and warrants that Purchaser: (A) is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; (B) is not listed on any U.S. Government list of prohibited or restricted parties; (C) is not designated or specified as a Prohibited Transferee; (D) is not a resident of, or is not domiciled in, the state of New York; (E) is the age of majority in Purchaser’s place of residence (which is typically 18 years of age in most U.S. states) and has the legal capacity to enter into this Agreement; (F) will use and interact with the Patron NFT only for lawful purposes and in accordance with this Agreement; and (G) will not use the Patron NFT to violate any law, regulation or ordinance or any right of Infinex, its licensors or any third party, including without limitation, any right of privacy, publicity, copyright, trademark, or patent. Purchaser further agrees that it will comply with all applicable laws.
   3. No Rights to Purchasers. Purchase of Patron NFTs does not represent or confer any ownership right or stake, share, security, or equivalent rights, or any right to receive future revenue shares, dividends, intellectual property rights or any other form of participation in or relating to Infinex, any of Infinex’s affiliates, Infinex and its related products, and/or services or any part thereof. Purchaser acknowledges and accepts that at no time and under no circumstances shall they be entitled, as a holder of Patron NFTs, to vote, receive dividends or be deemed the holder of equity or capital stock of any entity for any purpose, nor will anything contained herein be construed to confer on Purchaser such rights. Purchasing Patron NFTs gives Purchaser no rights for or against any additional Patron NFTs outside of this Agreement, including other future tokens that may be created by Infinex’s or any of Infinex’s affiliates.
   4. No Relationship. Purchaser expressly acknowledges, understands and agrees that Purchaser will not be in any fiduciary, partnership, trustee, agency or similar relationship with Infinex or any of its affiliates and will not be owed any fiduciary duty by Infinex, any of its affiliates, officers, directors, service providers, or other associated persons or entities.
   5. Collectible Purposes Only. Purchaser represents and warrants that Purchaser (A) is purchasing the Patron NFT for personal enjoyment purposes, and (B) is not purchasing any Patron NFT with the intent or expectation of profits from any appreciation in value or otherwise from the Patron NFT or any Access Rights that may from time to time be granted by Infinex or third parties.
   6. Qualified Consumer. Purchaser acknowledges and agrees that Purchaser has sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of non-fungible cryptographic tokens, token wallets and other token storage mechanisms, public and private key management, blockchain technology, and blockchain-based software systems to understand this Agreement. Purchaser understands, acknowledges and agrees that such knowledge allows it to appreciate the implications and risks of acquiring the Patron NFT herein.
3. Form of Payment. All payments for the Primary Transaction Purchase Price shall be made via USDC, USDe, DAI, OP, ARB, ETH, and SOL certain other digital assets supported by Infinex as listed on the Website (the “Supported Assets”) unless otherwise determined in Infinex’s sole discretion.
4. Transfers. All Secondary Transactions are subject to Section 3(b) of this Agreement, as well as the following terms: (i) the Patron NFT transferee (the “Transferee”) shall, by purchasing or otherwise receiving the Patron NFT, be deemed to accept all of the terms of this Agreement as a “Purchaser” hereof (other than with respect to Sections 3(a) and 3(c)); and (ii) the Patron NFT transferor (the “Transferor”) shall provide notice to the Transferee of this Agreement, including a link or other method by which the terms of this Agreement can be accessible by the Transferee, and shall cause the Transferee to agree to the terms of this Agreement. Purchaser further acknowledges and agrees that all Secondary Transactions will be effected on the Ethereum blockchain, the blockchain network governing the Patron NFT, and Purchaser will be required to make or receive payments exclusively through Purchaser’s Infinex Account or external digital asset wallet.

4. Warranty Disclaimers.

ALL PATRON NFTS ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, INFINEX EXPLICITLY DISCLAIMS ON BEHALF OF ITSELF, ALL OTHER PERSONS, ENTITIES AND PARTIES THAT ARE OR IN THE FUTURE MAY PROVIDE ANY ACCESS RIGHTS, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND REPRESENTATIVES (COLLECTIVELY, THE “DISCLAIMED PARTIES”) ANY AND ALL WARRANTIES, GUARANTEES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OR TRADE. INFINEX ON BEHALF OF ITSELF AND THE DISCLAIMED PARTIES MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT THE PATRON NFT WILL MEET PURCHASER’S REQUIREMENTS, OR THE PATRON NFT WILL BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. NEITHER INFINEX NOR THE DISCLAIMED PARTIES MAKE ANY REPRESENTATION, WARRANTY REGARDING OR GUARANTEE REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT RELATED TO THE PATRON NFT.

NEITHER INFINEX NOR THE DISCLAIMED PARTIES WILL BE RESPONSIBLE OR LIABLE TO PURCHASER FOR ANY LOSS, AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO PURCHASER FOR, ANY USE OF THE PATRON NFT, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED FILES; (IV) UNAUTHORIZED ACCESS TO THE PATRON NFT; OR (V) ANY THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, HACKING, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK.

NEITHER INFINEX NOR ANY DISCLAIMED PARTY IS RESPONSIBLE FOR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE PATRON NFT. NEITHER INFINEX NOR ANY DISCLAIMED PARTY IS RESPONSIBLE FOR CASUALTIES DUE TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE PATRON NFT, INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

5. Assumption of Risk.

Purchaser accepts and acknowledges all risks associated with the following:

1. The disclaimers set forth in Section 4 above.
2. Any Access Rights, and the lack of Access Rights, as may be the case from time to time.
3. Patron NFTs have no guaranteed value or intrinsic value and can go to $0.00 USD in value for any reason or for no reason.
4. Purchaser is solely responsible for determining what, if any, taxes and gas fees apply to Purchaser’s purchase, sale, or transfer of the Patron NFT. Infinex is not responsible for determining or paying the taxes or gas fees that apply to such transactions.
5. Patron NFTs are digital assets recorded and transferable on the Ethereum blockchain. Any transfer of a Patron NFT occurs through automated processes on the Ethereum blockchain, which is not controlled in any capacity by Infinex. Transactions involving Patron NFTs may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions of the Patron NFTs shall be deemed to be made when recorded on the Ethereum blockchain ledger, which is not necessarily the date or time that Purchaser initiated the transaction.
6. There may be a fatal flaw in the Infinex code, including a fatal flaw in the code underlying the Patron NFTs, the Infinex protocol platform, and any other proposed operations.
7. There may be a fatal flaw in the Infinex unhosted wallet protocol, the Patron NFTs, or any underlying blockchain-based smart contracts related to either of the foregoing. In no event shall Infinex be liable for any such flaws.
8. There are risks associated with using an internet-based digital asset, including but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your Infinex Account. Infinex will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when effecting transactions involving Patron NFTs, however caused. Infinex does not store your password, passkey, private key or other credentials needed to access the Patron NFTs following the sale, and will not be able to recover such items if you should lose them. Purchaser should keep a copy of your passwords, private keys or passkeys in a secure location.
9. Transactions involving Patron NFTs may rely on third-party platforms to perform transactions which are outside of Infinex’s control.

6. Links to Third Party Websites or Resources.

Use and interaction of the Patron NFT may allow Purchaser to access third-party websites or other resources. All such websites are provided only as a convenience and neither Infinex nor the Disclaimed Parties are responsible for the content, products, or services on or available from those resources or links displayed on such websites. Without limiting Section 5, Purchaser acknowledges sole responsibility for and assumes all risk arising from Purchaser’s use of any third-party resources. Under no circumstances shall Purchaser’s inability to view any image or display associated with a Patron NFT on a third-party website serve as grounds for a claim against Infinex or any Disclaimed Party.

7. Indemnity.

Purchaser shall defend, indemnify, and hold Infinex and all Disclaimed Parties (collectively, the “Infinex Parties”) harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought by a third party (including any person who accesses or transacts using the Patron NFTs whether or not such person personally purchased the Patron NFTs) against any Infinex Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with (a) Purchaser’s purchase, ownership, use and interaction with the Patron NFTs, (b) Purchaser’s breach or anticipatory breach of this Agreement, (c) Purchaser’s violation or anticipatory violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental and quasi-governmental authorities in connection with Purchaser’s use or interaction with the Patron NFTs, and (d) any misrepresentation made by Purchaser (all of the foregoing, “Claims and Losses”). Purchaser will cooperate as fully required by Infinex in the defense of any Claim and Losses. Notwithstanding the foregoing, Infinex may act on behalf of the Purchaser to agree to any settlement or compromise with respect to any Claims and Losses, and any such agreement shall bind and be an obligation of the Purchaser. Infinex reserves the right to assume the exclusive defense and control of any Claims and Losses. Purchaser will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of Infinex.

8. Limitation of Liability.

PLEASE READ THIS PROVISION CAREFULLY BECAUSE IT LIMITS A PURCHASER’S ABILITY TO SEEK RELIEF FROM A DISCLAIMED PARTY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NONE OF THE INFINEX PARTIES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PATRON NFTS OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE PURCHASE OF ANY PATRON NFT, FROM THE USE OF OR INABILITY TO USE OR INTERACT WITH THE PATRON NFTS OR ACCESS OR FROM THE RECEIPT OR EXPLOITATION OF ANY ACCESS RIGHTS, OR THE LACK OF ACCESS RIGHTS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT INFINEX PARTIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE INFINEX PARTIES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE PURCHASE OF ANY PATRON NFT, FROM THE USE OF OR INABILITY TO USE OR INTERACT WITH ANY PATRON NFT OR ACCESS OR FROM THE RECEIPT OR EXPLOITATION OF ANY ACCESS RIGHTS, OR THE LACK OF ACCESS RIGHTS EXCEED THE PRIMARY TRANSACTION PURCHASE PRICE.

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN INFINEX AND PURCHASER.

9. Governing Law.

This Agreement and any action related thereto will be governed by the laws of the Republic of Panama, without regard to its conflict of laws provisions.

10. Dispute Resolution.

All disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) between the Parties related to this Agreement or the breach thereof, the Parties shall participate in at least one (1) live or teleconferenced (i.e., using Zoom or a similar videoconferencing software that allows the Parties to communicate in real time) mediation session with an International Chamber of Commerce (“ICC”) neutral. The Parties agree to participate in mediation in good faith and the Parties agree to share equally in the cost of such mediation. Should the Dispute not be settled within seven (7) days following the live mediation session, either Party may then commence a binding arbitration administered in the Republic of Panama by the ICC under its Commercial Arbitration Rules. A single arbitrator shall preside, and proceedings shall be conducted remotely to the maximum extent possible. Each Party shall pay its own expenses in such arbitration, including its attorneys’ fees, subject to reapportionment by the arbitrator in a final award. The language of the arbitration shall be English. The prevailing Party shall be entitled to recover reasonable attorneys’ fees and other costs incurred in such proceeding in addition to any other relief to which it may be entitled. Any interim or provisional relief that would be available from a court of law shall be available in accordance with the rules of ICC, however, nothing in this Agreement shall preclude the Parties from obtaining preliminary injunctive relief in a court of competent jurisdiction located in the Republic of Panama if necessary to prevent irreparable harm pending the conclusion of any arbitration. The final arbitration award may be confirmed in a state or federal court located in the Republic of Panama and the Parties agree to waive any claim of improper venue or forum non conveniens. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

11. General Terms.

This Agreement will transfer and be binding upon and will inure to the benefit of the parties and their permitted successors and assigns, in particular any Transferee. This Agreement constitutes the entire agreement, and supersedes any and all prior or contemporaneous representations, understandings and agreements, between the Parties with respect to the subject matter of this Agreement, all of which are hereby merged into this Agreement. Without limitation, the terms of any other document, course of dealing, or course of trade will not modify this Agreement, except as expressly provided in this Agreement or as the Parties may agree in writing. No amendment to this Agreement or waiver of any provision hereof will be valid or binding unless reduced to writing and duly executed by the Party or Parties to be bound thereby. Failure to promptly enforce a provision of this Agreement will not be construed as a waiver of such provision. Nothing contained in this Agreement will be deemed to create, or be construed as creating, a joint venture or partnership between the parties. Neither Party is, by virtue of this Agreement or otherwise, authorized as an agent or legal representative of the other Party. Neither Party to this Agreement is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf or in the name of the other party, or to bind such other Party in any manner. The Parties agree that any and all persons and entities that own the rights in and to the image or other intellectual property associated with, related to, or linked to, a Patron NFT are third-party beneficiaries of this Agreement and will have the right to directly enforce this Agreement. Each of the Parties acknowledges that it has had the opportunity to have this Agreement reviewed or not by independent legal counsel of its choice. If any one or more of the provisions of this Agreement should be ruled wholly or partly invalid or unenforceable, then the provisions held invalid or unenforceable will be deemed amended, and the court or other government body is authorized to reform the provision(s) to the minimum extent necessary to render them valid and enforceable in conformity with the parties’ intent as manifested herein. The headings to Sections of this Agreement are for convenience or reference only and do not form a part of this Agreement and will not in any way affect its interpretation. Neither Party will be afforded or denied preference in the construction of this Agreement, whether by virtue of being the drafter or otherwise. For purposes of this Agreement, the words and phrases “include,” “includes”, “including” and “such as” are deemed to be followed by the words “without limitation”. Any notices or other communications provided by Infinex under this Agreement be given by posting to the Website or other website elected by Infinex. Purchaser may give notice to Infinex by mail per the below, effective upon receipt. The Parties have agreed to contract electronically, and accordingly, electronic signatures will be given the same effect and weight as originals.

12. Contact Information.

If you have any questions about this Agreement, please contact Infinex at contact@infinex.xyz.